As filed with the Securities and Exchange Commission on July  28 , 2014

Registration No. 333-171969

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

RDA MICROELECTRONICS, INC.

 (Exact name of registrant as specified in its charter)

 

 

Cayman Islands

 

Not Applicable

(state or other jurisdiction of

 

(I.R.S. Employer

Incorporation or Organization)

 

Identification No.)

 

6/F, Building 4, 690 Bibo Road

Pudong District, Shanghai 201203, People’s Republic of China

Phone: (86-21) 5027-1108

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

2005 Share Option Scheme

2009 Share Incentive Plan

(Full Title of the Plan)

 

 

Law Debenture Corporate Services Inc.

400 Madison Avenue, 4th Floor

New York, New York 10017

(212) 750-6474

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o

 

Accelerated filer x

 

 

 

 

 

Non-accelerated filer o (Do not check if a smaller reporting company)

 

Smaller reporting company o

 

 

 

 

 


 

REMOVAL OF SECURITIES FROM REGISTRATION

 

On July 18, 2014, pursuant to the terms of that certain Agreement and Plan of Merger, dated as of November 11, 2013 and amended on December 20, 2013, by and between the Registrant and Tsinghua Unigroup Ltd., a limited liability company established under the laws of the People’s Republic of China (“Parent”), RDA Acquisition Limited, an exempted company incorporated under the laws of the Cayman Islands and an affiliate of Parent, merged with and into the Registrant (the “Merger”) with the Registrant continuing after the Merger as the surviving corporation. As a result of the Merger and as of the effective time of the Merger, the Registrant has terminated all offerings of securities pursuant to its existing registration statements under the Securities Act of 1933, as amended, including this Registration Statement on Form S-8 (the “Registration Statement”). Pursuant to the undertakings contained in Part II of the Registration Statement, the Registrant is removing from registration, by means of a post-effective amendment to the Registration Statement, any securities registered under the Registration Statement which remained unsold at the termination of the offering.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the People’s Republic of China on July 28 , 2014 .

 

 

RDA Microelectronics, Inc.

 

 

 

 

 

 

 

By:

/s/ Lily Dong

 

Name:

Lily Dong

 

Title:

Chief Financial Officer

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on July 28 , 2014 .

 

Signature

 

Capacity

 

 

 

/s/ Shuran Wei

 

Chief Executive Officer and Director

Shuran Wei

 

(principal executive officer)

 

 

 

/s/ Lily Dong

 

Chief Financial Officer and Director

Lily Dong

 

(principal financial and accounting officer)

 

 

 

/s/ Shun Lam Steven Tang

 

Chairman and Secretary of the Board of Directors

Shun Lam Steven Tang

 

 

 

 

 

/s/ Julian Cheng

 

Director

Julian Cheng

 

 

 

 

 

/s/ Gordon Yi Ding

 

Director

Gordon Yi Ding

 

 

 

 

 

/s/ Peter Wan

 

Director

Peter Wan

 

 

 

 

 

/s/ Fusen Chen

 

Director

Fusen Chen

 

 

 

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SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE

 

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of RDA Microelectronics, Inc. has signed this registration statement or amendment thereto in New York on July 28 , 2014 .

 

 

By:

/s/ Diana Arias

 

 

Name:

Diana Arias

 

 

Title:

Senior Manager, Law Debenture Corporate
Services Inc.

 

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